Warrant to Purchase Class A Common Stock, dated October 1, 2002



 Exhibit 10.23 
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 
  

			
	 Warrant No. CS-2
	  	Number of Shares: 164,000
	 Date of Issuance: 10/1/02
	  	(subject to adjustment)      

  
 LUMERA CORPORATION

  
 Common Stock Purchase Warrant 
  
 Lumera Corporation, a Washington corporation (the
“Company”), for value received, hereby certifies that Arizona Microsystems, L.L.C., an Arizona limited liability company, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company, on or before the Expiration Date (as defined in Section 5 below), up to 164,000 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of Common Stock of the Company, at a
purchase price of $3.65 per share; provided, however, that only twenty-five percent (25%) of such shares shall be immediately purchasable as of the date of this Warrant and an additional twenty-five percent (25%) of the original
164,000 shares shall become purchasable on the first, second and third anniversary of the date of the Consulting Agreement, respectively, so that all 164,000 shares are purchasable on the third anniversary of the date of this Warrant. The shares
purchasable upon exercise of this Warrant and the purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the
“Purchase Price,” respectively. 
  
 This Warrant
is issued pursuant to a Consulting Agreement dated October 1, 2002 between the Company and the Registered Holder (the “Consulting Agreement”) and is subject to the applicable terms and conditions of the Consulting Agreement.

  
 1. Exercise. 
  
 (a) Manner of Exercise. This Warrant
may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly
authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased
upon such exercise. The Purchase Price may be paid by cash, check, wire transfer or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder. 
  









 (b) Effective Time of Exercise. Each exercise of this Warrant shall
be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or
names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates. 
  
 (c) Net Issue Exercise. 
  
 (i) In lieu of exercising this Warrant in the manner
provided above in Section 1(a), the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of
such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to holder a number of shares of
Common Stock computed using the following formula: 
  

							
	 	 	 	 	 	 	X = Y (A - B)
	 	 	 	 	 	 	      A
				
	 Where
	 	X	 	=	 	 The number of shares of Common Stock to be issued to the Registered Holder.

				
	 	 	Y	 	=	 	 The number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

				
	 	 	A	 	=	 	 The fair market value of one share of Common Stock (at the date of such calculation).

				
	 	 	B	 	=	 	 The Purchase Price (as adjusted to the date of such calculation).


  
 (ii)
For purposes of this Section 1(c), the fair market value of one share of Common Stock on the date of calculation shall mean: 
  
 (A) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s
Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value of Common Stock shall be the initial “Price to Public” per share specified in the
final prospectus with respect to the offering; 
  
 (B) if (A) is not applicable, the fair market value shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold
by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 7(b) below, in which case the fair market value per
share of Common Stock shall be deemed to be the value of the consideration per share received by the holders of such stock pursuant to such acquisition. 
  

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 (d) Delivery to Holder. As soon as practicable after the exercise of
this Warrant in whole or in part, and in any event within ten (10) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct: 
  
 (i) a
certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and 
  
 (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on
the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the
Registered Holder upon such exercise as provided in Section 1(a) above. 
  
 2. Adjustments. 
  
 (a) Stock Splits and Dividends. If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase
Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If
outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased.
When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. 
  
 (b) Reclassification, Etc. In case of any
reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar
corporate reorganization on or after the date hereof, then and in each such case the holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall be
entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such holder would have been entitled upon such consummation
if such holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2(a); and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities
properly receivable upon the exercise of this Warrant after such consummation. 
  
 (c) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Purchase Price pursuant
to this Section 2, the Company shall promptly 

  

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mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Purchase Price after such
adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment. 
  
 3. Transfers. 
  
 (a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon
its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state
securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant
shall bear a legend substantially to the foregoing effect. 
  
 (b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a
properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company provided, however, that this Warrant may not be transferred in part unless the transferee acquires the right to purchase all
the shares (as adjusted pursuant to Section 2) of Warrant Stock hereunder. 
  
 (c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of
this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is
properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered
Holder’s address as shown on the warrant register by written notice to the Company requesting such change. 
  
 4. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of
assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will (subject to Section 15 below) at all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment. 
  
 5. Representations and Warranties of the Registered Holder. The Registered Holder hereby represents and warrants to the
Company that: 
  
 (a) Authorization.
The Registered Holder has full power and authority to enter into this Warrant. The Warrant, when executed and delivered by the Registered Holder, 

  

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will constitute a valid and legally binding obligation of the Registered Holder, enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies. 
  
 (b) Purchase Entirely for Own Account. This Warrant is issued to the Registered Holder in reliance upon the Registered Holder’s representation to the Company, which by the Registered Holder’s
acceptance of this Warrant, the Registered Holder hereby confirms, that the Warrant to be acquired by the Registered Holder and the Common Stock to be issued upon the exercise of the Warrant (collectively, the “Securities”) will be
acquired for investment for the Registered Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Registered Holder has no present intention of selling, granting any
participation in, or otherwise distributing the same. By accepting this Warrant, the Registered Holder further represents that the Registered Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with respect to any of the Securities. The Registered Holder has not been formed for the specific purpose of acquiring the Securities. 
  
 (c) Disclosure of Information. The Registered
Holder has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities with the Company’s management and has had an opportunity to review the
Company’s facilities. The Registered Holder understands that such discussions, as well as any written information delivered by the Company to the Registered Holder, were intended to describe the aspects of the Company’s business which it
believes to be material. 
  
 (d) Restricted
Securities. The Registered Holder understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the investment intent and the accuracy of the Registered Holder’s representations as expressed herein. The Registered Holder understands that the Securities are “restricted securities”
under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Registered Holder must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. The Registered Holder acknowledges that the Company has no obligation to register or qualify the Securities for resale. The Registered Holder further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements
relating to the Company which are outside of the Registered Holder’s control, and which the Company is under no obligation and may not be able to satisfy. 
  

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 (e) No Public Market. The Registered Holder understands that
no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Securities. 
  
 (f) Accredited or Sophisticated Investor. The Registered Holder is (i) an accredited investor
as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or (ii) a sophisticated investor, experienced in investing in securities of emerging growth companies and acknowledges that the Registered Holder is able to fend for
itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. 
  
 6. Lock-up Agreement. 
  
 (a) Lock-up Period; Agreement. In
connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, the Registered Holder agrees not to sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such
period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the
time of the Company’s initial public offering. 
  
 (b) Stop-Transfer Instructions. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of the Registered Holder (and the securities of every other person
subject to the restrictions in Section 6(a)). 
  
 (c) Transferees Bound. The Registered Holder agrees that prior to the Company’s initial public offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the
provisions of this Section 6. 
  
 7. Termination.
This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the “Expiration Date”): (a) October 1, 2012, (b) the sale, conveyance or disposal of all or
substantially all of the Company’s property or business or the Company’s merger with or into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company) or any other transaction or series of related
transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, provided that this Section 7(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company or
to an equity financing in which the Company is the surviving corporation, or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act. 
  

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 8. Notices of Certain Transactions. In case: 
  
 (a) the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or 
  
 (b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving
entity), or any transfer of all or substantially all of the assets of the Company, or 
  
 (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, 
  
 then, and in each such case, the Company will mail or cause to be mailed to the Registered
Holder of this Warrant a notice specifying, as the case maybe, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or
(ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock
(or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up) are to be determined. Such notice shall be mailed at least ten (10) days
prior to the record date or effective date for the event specified in such notice. 
  
 9. Reservation of Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock,
securities and property, as from time to time shall be issuable upon the exercise of this Warrant. 
  
 10. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such
Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the
face or faces of the Warrant or Warrants so surrendered. 
  
 11. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon 

  

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surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 
  
 12. Notices. Any notice required or permitted by this Warrant
shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or
registered mail (airmail if sent internationally) with postage prepaid, addressed (a) if to the Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address
set forth below or subsequently modified by written notice to the Registered Holder. 
  
 13. No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a shareholder of the Company. 

 
 14. No Fractional Shares. No fractional shares of Common
Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors. 
  
 15. Amendment or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the party against
which enforcement of the amendment or waiver is sought. 
  
 16.
Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant. 
  
 17. Governing Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of
the State of Washington, without giving effect to principles of conflicts of law. 
  

			
	LUMERA CORPORATION
		
	By	 	 



			
		
	 Address: 
	 	 
	 	 	 
	 	 	 
		
	 Fax Number: 
	 	 


  

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 EXHIBIT A 
  

PURCHASE/EXERCISE FORM 
  

			
	 To:   LUMERA CORPORATION
	  	 Dated:                    


  
 The undersigned,
pursuant to the provisions set forth in the attached Warrant No. «WarrantNo», hereby irrevocably elects to (a) purchase              shares of the Common Stock covered by
such Warrant and herewith makes payment of $                    , representing the full purchase price for such shares at the price per share
provided for in such Warrant, or (b) exercise such Warrant for              shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of such
Warrant. 
  
 The undersigned acknowledges that it has reviewed the
representations and warranties contained in Section 5 of the Warrant and by its signature below hereby makes such representations and warranties to the Company. 
  

The undersigned further acknowledges that it has reviewed the market standoff provisions set forth in Section 6 of the Warrant and agrees to be bound
by such provisions. 
  

			
		
	 Signature: 
	 	 



			
		
	 Name (print): 
	 	 



			
		
	 Title (if applic.) 
	 	 



			
		
	 Company (if applic.): 
	 	 


  









 EXHIBIT B 
  

ASSIGNMENT FORM 
  
 FOR VALUE RECEIVED,
                                        
                                        
                     hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the
number of shares of Common Stock covered thereby set forth below, to: 
  

					
	 Name of Assignee

	  	 Address/Fax Number

	  	 No. of Shares


	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

											
	 Dated:                                 
	 	 	 	 	 	 Signature: 
	 	  
						
	  	 	  	 	 	 	 	 	 	 	  
						
	  	 	  	 	 	 	 	 	 Witness: